(1) The Department of State may dissolve a limited partnership administratively if the limited partnership does not:

(a) Pay any fee or penalty due to the Department of State under this act;

(b) Deliver its annual report to the Department of State by 5 p.m. Eastern Time on the third Friday in September;

(c) Appoint and maintain a registered agent as required by s. 620.1114; or

(d) Deliver for filing a statement of a change under s. 620.1115 within 30 days after a change has occurred in the name of the registered agent or the registered office address.

(2) If the Department of State determines that a ground exists for administratively dissolving a limited partnership, the Department of State shall serve notice on the limited partnership of its intent to administratively dissolve the limited partnership. If the limited partnership has provided the department with an electronic mail address, such notice shall be by electronic transmission. Administrative dissolution for failure to file an annual report shall occur on the fourth Friday in September of each year. The Department of State shall issue a certificate of dissolution to each dissolved limited partnership. Issuance of the certificate of dissolution may be by electronic transmission to any limited partnership that has provided the department with an electronic mail address.

(3) If within 60 days after sending notice of dissolution, the limited partnership does not correct each ground for dissolution under paragraph (1)(a), paragraph (1)(c), or paragraph (1)(d), or demonstrate to the reasonable satisfaction of the Department of State that each ground determined by the Department of State does not exist, the Department of State shall administratively dissolve the limited partnership and issue a certificate of dissolution that states the grounds for dissolution. Issuance of the certificate of dissolution may be by electronic transmission to any limited partnership that has provided the department with an electronic mail address.

(4) A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under ss. 620.1803 and 620.1812 and to notify claimants under ss. 620.1806 and 620.1807.

(5) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process.

(6) A partner of a limited partnership is not liable for the obligations of the limited partnership solely by reason of the foreign limited partnership’s having been administratively dissolved pursuant to this section.

History.—s. 17, ch. 2005-267; s. 21, ch. 2009-72.